424B5 1 ea0252793-02.htm PROSPECTUS SUPPLEMENT

PROSPECTUS SUPPLEMENT

(to Prospectus dated June 8, 2023)

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-272284

Xos, Inc.

1,090,910 shares of Common Stock

We are offering 1,090,910 shares of our common stock, par value $0.0001 per share (“common stock”), pursuant to this prospectus supplement and the accompanying prospectus. The offering price for each share of common stock is $5.50.

Our common stock is currently listed on the Nasdaq Capital Market under the symbol “XOS.” On June 3, 2026, the last reported sale price of our common stock on the Nasdaq Capital Market was $7.46 per share.

As of June 3, 2026, the aggregate market value of our outstanding shares of common stock held by non-affiliates was approximately $48,834,995, based on 12,567,531 shares of outstanding common stock, of which 6,546,246 shares are held by non-affiliates, and the last reported sale price of our common stock of $7.46 per share on June 3, 2026. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75,000,000.

We have engaged Roth Capital Partners, LLC, or the placement agent, as our exclusive placement agent in connection with this offering (the “Offering”). This Offering is being conducted on a reasonable “best efforts” basis, and the placement agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay the placement agent a cash fee equal to 6.5% of the aggregate gross proceeds raised in this Offering as set forth in the table below. See “Plan of Distribution” beginning on page S-11 of this prospectus supplement for more information.

We are a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act, and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is a smaller reporting company.

Investing in our common stock involves a high degree of risk. Please read “Risk Factors” beginning on page S-4 of this prospectus supplement and those found in the accompanying prospectus and under similar headings in the documents incorporated by reference herein and therein before investing in our securities.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

______________________

	Per Share of Common Stock		Total
Offering Price	$	5.50	$	6,000,005.00
Placement Agent Fees(1)	$	0.3575	$	390,000.00
Proceeds, before expenses, to us	$	5.1425	$	5,610,005.00

____________

(1) Represents a cash fee equal to 6.5% of the aggregate gross proceeds raised in this Offering. In addition, we have agreed to reimburse certain expenses of the placement agent in connection with this offering. See “Plan of Distribution” beginning on page S-11 of this prospectus supplement for a description of the compensation to be received by the placement agent.

Roth Capital Partners

The date of this prospectus supplement is June 4, 2026.

		Page
About This Prospectus Supplement		S-ii
Prospectus Summary		S-1
The Offering		S-3
Risk Factors		S-4
Note Regarding Forward-Looking Statements		S-5
Use of Proceeds		S-8
Dividend Policy		S-9
Dilution		S-10
Plan of Distribution		S-11
Legal Matters		S-13
Experts		S-13
Where You Can Find More Information		S-13
Incorporation of Certain Information by Reference		S-14

About This Prospectus		ii
Prospectus Summary		1
Risk Factors		6
Cautionary Note Regarding Forward-Looking Statements		7
Use of Proceeds		9
Description of Capital Stock		10
Description of Debt Securities		20
Description of Warrants		26
Description of Units		28
Legal Ownership of Securities		29
Plan of Distribution		32
Legal Matters		34
Experts		34
Where You Can Find More Information		34
Incorporation of Certain Information by Reference		35

Issuer		Xos, Inc.
Common stock offered by us		1,090,910 shares of common stock
Shares of common stock outstanding immediately before this Offering		12,567,531 shares of common stock
Shares of common stock to be outstanding immediately after this Offering		13,658,441 shares of common stock, after giving effect to the sale of 1,090,910 shares of common stock in this offering.
Plan of Distribution		Reasonable “best efforts” offering through Roth Capital Partners, LLC, acting as placement agent. See “Plan of Distribution” on page S-11.
Use of Proceeds		We intend to use the net proceeds from this Offering, if any, for working capital, general corporate purposes and repayment of debt. See “Use of Proceeds” on page S-8.
Risk Factors		Investing in our common stock involves significant risks. See “Risk Factors” beginning on page S-4 of this prospectus supplement and the other information included in, or incorporated by reference into, this prospectus supplement for a discussion of certain factors you should carefully consider before deciding to invest in shares of our common stock.
Nasdaq symbol		XOS

Offering price per share			$	5.50
Net tangible book value per share as of March 31, 2026	$	1.65
Increase in net tangible book value per share attributable to the pro forma transactions	$	0.40
As adjusted net tangible book value per share after giving effect to this Offering and the at-the-market sales			$	2.05
Dilution per share to new investors participating in the Offering			$	3.45

Redemption Date (period to expiration of warrants	Fair Market Value of Shares of our Common Stock
Redemption Date (period to expiration of warrants	≤$10.00	$11.00	$12.00	$13.00	$14.00	$15.00	$16.00	$17.00	≥$18.00
60 months	0.261	0.281	0.297	0.311	0.324	0.337	0.348	0.358	0.361
57 months	0.257	0.277	0.294	0.310	0.324	0.337	0.348	0.358	0.361
54 months	0.252	0.272	0.291	0.307	0.322	0.335	0.347	0.357	0.361
51 months	0.246	0.268	0.287	0.304	0.320	0.333	0.346	0.357	0.361
48 months	0.241	0.263	0.283	0.301	0.317	0.332	0.344	0.356	0.361
45 months	0.235	0.258	0.279	0.298	0.315	0.330	0.343	0.356	0.361
42 months	0.228	0.252	0.274	0.294	0.312	0.328	0.342	0.355	0.361
39 months	0.221	0.246	0.269	0.290	0.309	0.325	0.340	0.354	0.361
36 months	0.213	0.239	0.263	0.285	0.305	0.323	0.339	0.353	0.361
33 months	0.205	0.232	0.257	0.280	0.301	0.320	0.337	0.352	0.361
30 months	0.196	0.224	0.250	0.274	0.297	0.316	0.335	0.351	0.361
27 months	0.185	0.214	0.242	0.268	0.291	0.313	0.332	0.350	0.361
24 months	0.173	0.204	0.233	0.260	0.285	0.308	0.329	0.348	0.361
21 months	0.161	0.193	0.223	0.252	0.279	0.304	0.326	0.347	0.361
18 months	0.146	0.179	0.211	0.242	0.271	0.298	0.322	0.345	0.361
15 months	0.130	0.164	0.197	0.230	0.262	0.291	0.317	0.342	0.361
12 months	0.111	0.146	0.181	0.216	0.250	0.282	0.312	0.339	0.361
9 months	0.090	0.125	0.162	0.199	0.237	0.272	0.305	0.336	0.361
6 months	0.065	0.099	0.137	0.178	0.219	0.259	0.296	0.331	0.361
3 months	0.034	0.065	0.104	0.150	0.197	0.243	0.286	0.326	0.361
0 months	0.000	0.000	0.042	0.115	0.179	0.233	0.281	0.323	0.361

SEC Form 424B5 filed by Xos Inc.